Blackwell 3D Construction Corp 10-Q for FY2021 Q3

Blackwell 3D Construction Corp. (BDCC)

10-Q 2022-07-13 For: 2021-02-28

Added on April 06, 2026

About this 10-Q

Blackwell 3D Construction Corp filed this 10-Q on July 13, 2022, covering the quarter ended February 28, 2021 (FY2021 Q3).

Headline figures

Quarter ended February 28, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $0; compared with $0 a year earlier
Net loss: $4179; compared with a net loss of $19.08K a year earlier

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Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller Reporting company	☒
		Emerging Growth company	☒

PART I - FINANCIAL INFORMATION	2
Item 1. Financial Statements
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3. Quantitative and Qualitative Disclosure About Market Risk	15
Item 4. Controls and Procedures	15
PART II - OTHER INFORMATION	17
Item 1. Legal Proceedings	17
Item 1A. Risk Factors	17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3. Defaults upon Senior Securities	17
Item 4. Mining Safety Disclosures	17
Item 5. Other information	17
Item 6. Exhibits	18
SIGNATURES	19

	February 28, 2021			May 31, 2020
ASSETS
Current assets
Cash	$	-		$	-
Total current assets		-			-

Total assets	$	-		$	-

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities		199,865			199,247
Accrued interest payable		42,536			29,556
Accrued interest payable - related party		3,078			3,935
Derivative liability		110,017			110,067
Note payable		6,500			6,500
Convertible note - related party		7,500			7,500
Convertible notes, net of note discount $0 and $11,649 debt discount, respectively		102,500			102,500
Total current liabilities		471,996			459,305

Total liabilities		471,996			459,305

Stockholders' deficit


Common stock, $0.001 par value, 1,000,000,000 shares authorized, 9,863,000 and 9,863,000 shares issued and outstanding as of February 28, 2021 and May 31, 2020, respectively		986			986
Additional paid in capital		1,917,776			1,917,776
Accumulated deficit		(2,390,758	)		(2,378,067	)
Total stockholders' deficit		(471,996	)		(459,305	)

Total liabilities and stockholders' deficit	$	-		$	-

	For the three months						For the nine months
	February 28, 2021			February 29, 2020			February 28, 2021			February 29, 2020

Revenue	$	-		$	-		$	-		$	-

Operating expenses
General and administration		-			(33	)		-			33
Professional fees		-			15,000			-			45,675
Total operating expenses		-			14,967			-			45,708

Loss from operations		-			(14,967	)		-			(45,708	)

Other income (expenses)
Interest expense		(4,201	)		(4,200	)		(12,741	)		(24,037	)
Gain/Loss on change of derivative liability		22			92			50			512
Total income (expenses)		(4,179	)		(4,108	)		(12,691	)		(23,525	)

Net loss before tax provision		(4,179	)		(19,075	)		(12,691	)		(69,233	)
Tax provision		-			-			-			-
Net loss	$	(4,179	)	$	(19,075	)	$	(12,691	)	$	(69,233	)

Net loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)

Weighted average number of common shares outstanding - basic and diluted		9,863,000			9,863,000			9,863,000			9,863,000

										Total
	Common Stock				Additional		Accumulated			Stockholders'
	Shares		Amount		Paid-in Capital		Deficit			Deficit
Balance, May 31, 2020		9,863,000		986		1,917,776		(2,378,067	)		(459,305	)
Net loss		-		-		-		(4,265	)		(4,265	)
Balance, August 31, 2020		9,863,000		986		1,917,776		(2,382,332	)		(463,570	)
Net loss		-		-		-		(4,247	)		(4,247	)
Balance, November 30, 2020		9,863,000		986		1,917,776		(2,386,579	)		(467,817	)
Net loss		-		-		-		(4,179	)		(4,179	)
Balance, February 28, 2021		9,863,000		986		1,917,776		(2,390,758	)		(471,996	)

Balance, May 31, 2019		9,863,000		986		1,917,776		(2,303,854	)		(385,092	)
Net loss		-		-		-		(30,754	)		(30,754	)
Balance, August 31, 2019		9,863,000		986		1,917,776		(2,334,608	)		(415,846	)
Net loss		-		-		-		(19,404	)		(19,404	)
Balance, November 30, 2019		9,863,000		986		1,917,776		(2,354,012	)		(435,250	)
Net loss		-		-		-		(19,075	)		(19,075	)
Balance, February 29, 2020		9,863,000		986		1,917,776		(2,373,087	)		(454,325	)

	For the nine months ended
	February 28, 2021			February 29, 2020
Cash Flows from Operating Activities
Net loss	$	(12,691	)	$	(69,233	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Gain/Loss on change in derivative liability		(50	)		(512	)
Amortization of debt discount		-			11,649
Changes in assets and liabilities
Bank overdraft		32			35
Accounts Payable and Accrued liabilities		618			45,674
Accrued interest payable		12,123			12,387
Net cash used in operating activities		32			-

Cash Flows from Financing Activities:
Net cash provided by financing activities		-			-

Net increase in cash		32			-

Cash, beginning of period		(32	)		35

Cash, end of period	$	-		$	35

Supplemental disclosure of cash flow information
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

	Level 1		Level 2		Level 3		Total
Liabilities
Derivative Financial Instruments	$	-	$	-	$	110,017	$	110,017

	Amount
Balance May 31, 2020	$	110,067
Change in fair market value of derivative liabilities		(50	)
Balance February 28, 2021	$	110,017

	February 28, 2021		May 31, 2020
Dated March 31, 2018	$	6,500	$	6,500
Total promissory notes payable, gross		6,500		6,500
Less: current portion		-		-
Long-term promissory note payable	$	6,500	$	6,500

	February 28, 2021		May 31, 2020
Dated June 6, 2017, in default	$	11,000	$	11,000
Dated August 4, 2017, in default		7,500		7,500
Dated October 6, 2017, in default		15,000		15,000
Dated March 23, 2018, in default		20,000		20,000
Dated July 31, 2018, in default		20,000		20,000
Dated December 31, 2018, in default		9,000		9,000
Dated February 15, 2019, in default		20,000		20,000
Total convertible notes payable, gross		102,500		102,500
Less: Unamortized debt discount		-		-
Total convertible notes	$	102,500	$	102,500

	Number of Shares			Weighted Average Exercise Price
Balance, May 31, 2019		9,317,500			0.15

Warrants expired		(1,485,000	)		0.21

Balance, May 31, 2020		7,832,500			0.14
Warrants expired		(1,832,000	)		0.35

Balance, February 28, 2021		6,000,000			0.08

EXHIBIT NUMBER		DESCRIPTION

3.1		Articles of Incorporation, as amended⁽¹⁾

3.2		Bylaws⁽²⁾

31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)⁽³⁾

31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)⁽³⁾

32.1		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002⁽³⁾

32.2		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002⁽³⁾

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema Document

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		XBRL Taxonomy Extension Definition Document

101.LAB*		XBRL Taxonomy Extension Definition Document

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

	(1)	Previously filed as an Appendix to the Company’s Information Statement on Schedule 14C filed with the SEC on June 24, 2014.
	(2)	Previously filed as Exhibit 4.1 to Registration Statement, filed with the Securities and Exchange Commission on July 1, 2010, file no. 333-167917
	(3)	Filed Herewith

	Brisset Beer International, Inc.

Date: July 11, 2022	By:	/s/ Kevin Malone
	Name:	Kevin Malone
	Title:	Chief (Principal) Executive Officer, Chief Financial Officer (Principal Accounting Officer) and Director

1.	I have reviewed this Quarterly Report on Form 10-Q of Brisset Beer International, Inc. for the period ended February 28, 2021;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

	(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others, particularly during the period in which this report is being prepared;

	(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

	a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities and Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.